Scott Grischow
Analyst · Barclays. Please proceed with your question
Thank you. Before we begin our prepared remarks, I have a few of the usual items to cover, a reminder that today's call will contain forward-looking statements. These statements are based on management's beliefs, expectations and assumptions. They may include comments regarding the company's objectives, targets, plans, strategies, costs and anticipated capital expenditures. They are subject to the risks and uncertainties that could cause the actual results to differ materially as described more fully in the company's filings with the SEC. During today's call, we will also discuss certain non-GAAP financial measures, including adjusted EBITDA and distributable cash flow as adjusted. Please refer to this quarter's news release for a reconciliation of each financial measure. Please note that SUN has moved the operating results, assets and liabilities of our operations that are part of our retail divestitures into discontinued operations. As such, the results presented on today's call are based on continuing operations, unless otherwise noted. Also a reminder that information reported on this call speaks only to the company's view as of today, August 9, 2018. The time-sensitive information may no longer be accurate at the time of any replay. You'll find information on the replay in this quarter's earnings release. Last night, we posted an updated investor presentation to our website. Certain slides in that presentation will be referenced on today’s call. On the call with me this morning are Joe Kim, Sunoco LP's President and Chief Executive Officer; Tom Miller, Chief Financial Officer; Karl Fails, Chief Commercial Officer and other members of the management team. Before I turn the call over to Tom, I would like to first review some of the partnership's accomplishments and activities since the end of the first quarter. On April 1, we completed the conversion of our 207 fuel outlets located in West Texas to commission agent sites. Later in April, as part of FTC resolution, we converted an additional 59 retail sites to the commission agent channel, 26 of which were acquired from 7-Eleven, with the remainder being former Sunoco company-operated locations. Turning to our 7-Eleven fuel supply agreement. The 15 year take-or-pay agreement began on April 1 and the commitment included the first step of the guaranteed growth volume component of 100 million gallons. Remaining annual growth components were phased in each April with growth of 200 million gallons in April 2019 and 100 million gallons in each of 2020 and 2021. We are pleased with the 7-Eleven supply agreement and the stable source of income the agreement provides. That said, I do want to note that while committed volumes are an essential metrics under the supply agreement, the timing and quantity of fuel deliveries are a product of the number of factors, which include 7-Eleven fuel strategy for optimizing gross profit through pricing and volume decisions. As a result, it is important to keep in mind that de facto guarantee under the supply agreement is one of an annual minimum dollar margin, not a volume commitment. In the second quarter, SUN made a total of $250 million in tax payments related to the 7-Eleven sale, and we anticipate two additional payments, one payment occurring in each of the third and fourth quarters. We believe that total 2018 tax impact will be approximately $480 million. Next, in late July, we closed on an amended and restated credit facility. The maturity date was extended at five years to July 2023. The credit facility size remains at $1.5 billion and includes an accordion feature that provides flexibility to increase the credit facility by up to $750 million, subject to additional lender commitments. We were also able to improve our margin pricing in the new agreement, which will help reduce interest expense moving forward. Turning now to our acquisition activity. We completed the Superior Plus acquisition in late April and closed on the Sandford Oil acquisition last week. As a reminder, the Superior acquisition included a 200 million gallon a year fuel distribution business and three terminals with operations concentrated in the upstate New York market. The Sandford acquisition is another example of the bolt on opportunities that we continue to see in the marketplace and includes a 115 million gallon a year field distribution business to exploration, drilling and oilfield service customers. The acquisitions also bring material commercial and G&A synergies resulting in post-synergy multiples of between 5 to 6 times for the Superior acquisition and below 5 times for the Sandford acquisition. We funded both of these acquisitions with cash on hand and amounts available on a credit facility. We expect both acquisitions to be accretive to our unitholders in the first year. Before I turn the call over to Tom, I want to highlight some changes we made to the reportable segments in our financials. We renamed the former Wholesale segment to Fuel Distribution and Marketing and renamed the former Retail segment to All Other. The Fuel Distribution and Marketing segment includes all fuel sales previously reflected in our Wholesale segment. The majority of the rental income from the properties that we lease or sublease will also be included in this segment. The All Other segment includes retail, fuel and merchandising sales from our remaining 76 retail locations, which includes our Hawaii business. Consistent with the former retail segment, the All Other segment also includes results from the partnership's ethanol facility, credit card services and franchise royalties. I will now turn the call over to Tom.